SiNtx Technologies Inc (SINT)

[CL101]

Hello BULLs:

Thanks for replying to my posts. I apologize that I didn't reply to all your posts directly. More BS, more baloneys, & more twistings the FACTs from BEARs = MORE FACTs, more REAL examples, more details in my posts to fight back! I also back my posts w/ tons of links for readers to verify all the info. themselves! Trust the BULLs or Trust the BEARs, it's all up the readers. Buy/Sell on your own as well.

OldManIDie:Can you please replace the old sticky w/ this new summary post.

Thanks!

================PREVIOUS POST==============

My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137440191

Boston's blog:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020

===Boston's concerns = NO concern after all, here is why===

#1 Concern: Purposely BK = Sonny steals the tech for cheap:

Scenario 1: COLLATERAL > amount of loan

A 65 years old folk gets a reverse mortgage loan (using his already paid-off house as collateral) with a bank. Yearly principal plus interest = $20K. Unfortunately, 10 years later, due to sickness...he is gone. Total loan balance + interest + late fees + misc. fees = $250K. After all documents filed through the court & the appraisal shows a value of $350K on the house. The bank has 2 choices:

1.Pay the dif. ($350K - $250K) or little less (some might have to pay past due property tax, HOA...etc), then own the house.

2.Auction the house, use the proceeds to repay whatever amount owe to the bank & past due property tax, HOA...etc.

Either above scenario, the remaining amount will go to his heirs (if there is any) or the government at the end.

Scenario 2: collateral < AMOUNT OF LOAN

An old, grumpy lady with a nickname "Doyourdd" bought a house for $450K back in 2007. She used $50K for down payment, so the principal was $400K After 1 year of timely payment (remaining principal still around $390K). In 2008, boom...house bubble burst, she was underwater. The appraisal on the house was around $150K only! After all documents filed through the court, the bank had the right to take the house...and firstly, they had to pay past due tax, HOA...etc.

AMDA Scenario: IP and IPR&D Valuation > Sonny LLC Loan

For example, using my previous, quick est. of $200 mils = IP and IPR&D (based off $225 mils paid-in capital showed in their latest balance sheet). Sonny LLC won't steal the most valuable assets of AMDA for the amount of his loan, which is $2.7 mils (Principal + Interest) ... the routine will be similar to scenario #1 above, but in the sense of Corp. BK court fillings (auction the assets). In addition, the orders of lien priority, as follow...

Prior Sonny LLC:

1. Hercules

2. Liabilities (Tax, Bills, Vendor Payments, Leases, etc...)

3. Preferred Stock Shareholders (None)

4. Common Stock Shareholders (Retails, Funds, etc...)


After Sonny LLC:

1. Hercules

2. Sonny LLC

3. Liabilities (Tax, Bills, Vendor Payments, Leases, etc...)

4. Preferred Stock Shareholders (None)

5. Common Stock Shareholders (Retails, Funds, etc...)


Currently = Hercules Gone = With 2 New Note Holders

*** I asked Boston to read the Loan Agreement again in my previous & SP5 already pointed it out as well ***

1. Anson, Magna (Same Ranking):

b. pursuant to which Hercules assigned to the Assignees all amounts remaining due under the Loan and Security Agreement, dated June 30, 2014, as amended, between the Company and Hercules (the “Loan and Security Agreement”) and (2) the note (the “Hercules Note”) between the Company and Hercules evidencing the amounts due under the Loan and Security Agreement. The total amount assigned by Hercules to the Assignees equals in the aggregate $2,264,622.80, which is secured by the same collateral underlying the Loan and Security Agreement.

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/form8-k.htm

2. Sonny LLC:

The Note is secured by substantially all of the assets of the Company pursuant to a security agreement between the Company and North Stadium dated July 28, 2017 (the “Security Agreement”), and is junior to the already existing security interest in such assets of the Company held by Hercules Capital, Inc. In connection with the Loan and as additional consideration for the Loan, the Company issued to North Stadium a warrant to acquire up to 660,000 common shares with a purchase price set at $0.42 per share and a 5 year term (the “Warrant”).

https://www.sec.gov/Archives/edgar/data/1269026/000149315217008482/form8-k.htm

* Why didn't Sonny LLC sign $5 mil loan instead of $2.5 mils w/ AMDA & be the one on top of the "lien priority" list? Sonny DIDN'T = Kill the theory of "purposely BK to steal the tech" *

3. Liabilities (Tax, Bills, Vendor Payments, Leases, etc...)

4. Preferred Stock Shareholders (None)

5. Common Stock Shareholders (Retails, Funds, etc...)LLC

&

Now Let's put that through an "imaginary & non-existence" scenario of BK:

The est. of $200 mils valuation on IP and IPR&D, after a fair value appraisal process through the order of the BK court yields only $150 mils. Who do you think will be at the auction to snap up the Si3N4 tech?

Full house = Zimmer, Medtronic, JNJ, Smith & Nephew, Stryker, etc...then it will be a bidding wars between them. Who at the end will get the tech & for how much? Of course, it won't be cheaper than the value from the appraisal. Regardless what amount, Sonny LLC won't be the owner of the IP and IPR&D. If $150 mils sold at the auction:

$150 mils - less than $10 mils total (#1, #2, #3, #4) above = $140 mils remaining for #5, which is Common Stock Shareholders (Retails, Funds, etc).

$140 mils / 3 mils total OS (no share from warrants converted yet) = $46 Payout Per Share!

Whoever has an average per share over $50 will be sad! Sorry! The ones w/ an average per share at this price point will be laughing to the bank.

Furthermore, purposely BK AMDA, the only incentive Sonny will get = In Prison! Law-less America? FTC, DOJ, SEC, etc watch & clap along while Sonny doing that? Or they will investigate & put Sonny in prison?

Evidently, the events we have been seeing from Sonny:

1. Cut down workforce = Reduce Operating Expenses

2. Pay down debt on timely manner = No default

3. Clean up Balance Sheet

4. Settled Lawsuit

5. etc..

The signs of SELLING the company in oppose to the "non-existence BK" theory!

Sonny's job is to make sure Zimmer will own the Si3N4 Tech in a friendly, mutual deal ... & of course Zimmer has to pay a FAIR PRICE for the tech!

Now, moving on to...

#2 Concern: Crown Jewel Defense to ward off hostile bidder = Sell the most valuable assets to Zimmer for cheap = "No concern" as well

Scenario 1: Hostile Bids Prior M&A announcement

Out of the blue, Company A makes an announcement to acquire AMDA for $20 per share (which is super lowball offer):

1.AMDA stock will be quickly trading at $20 per share = the BEARs crap in their pants INSTANTLY

2.I doubt they will receive enough support (at least not from my shares) = it won't be deal!

3.Put pressure on Zimmer = they have to fire back by offering even higher bid = BEARs run in panic by now = share price will be trading higher now

4.The hostile bidder be more aggressive, put $1 bil BO Valuation = share price will be trading at $200 per share by now

5.Zimmer will ask Sonny to execute the last tactic of defense = Crown Jewel = Selling most valuable assets to them (Zimmer) = Require Shareholder to vote & of course have to be higher, equal to the bidding price from hostile bidder or maybe a bit lower (5%) = acceptable.

Doesn't matter at what step above, the stock price will be trading accordingly to the hostile bid price...when it hits $200 per share, anyone still sitting here complaining? ones would be selling the shares along, get a bucket of popcorn out, sit back & watch the show. LMAO!

EXAMPLE: Whole Food was trading at the BO per share of $42. Hostile bidder raised the price to acquire them for $45. The share price was trading at $45 per share for a few days & even up to $47 per share due to the rumor on Wall st. that Amazon and other bidders will raise the bidding price to $50 per share. Unfortunately, no other higher bid than $45 per share show up. Whole Food didn't even bother to accept the $45 per share due to the $400 mils break up fee w/ Amazon. The calculations:

$13 bils / $42 per share = 310 mil shares total

$45 per share higher bid - $42 per share from Amazon = $3 dif per share

$3 per share X 310 mils shares = $910 mils higher

$910 mils - $400 mils break up fee = $500 mils net higher BO Valuation

$500 mils / $310 mils total shares = around $1.60 per share higher

which is around $43.60 vs Amazon original $42 per share = 3.8% higher

Not much higher vs. Amazon offer ... plus the whole process have to start over again & the CEO of Whole Food saw more synergies if selling WFM to Amazon instead of the other bidder.

Jana sold all of their position (8% stake of Whole Food) at around $42.50 average per share.

Scenario 2: Zimmer fired the first shot, M&A announcement, follow by Hostile Bids

1. Zimmer offers $500 mils = I doubt they will get enough shares to vote "YES"

2. Hostile bidders see AMDA tech worths more than $500 mils, they put a bid for at least 15% higher than Zimmer's offer plus break up fee = high enough to look attractive & cover the break up fee. AMDA stock will be trading accordingly to the hostile bidder's offer. Bears will crap in their pants.

3. Zimmer has to fight back w/ a bid price for at least on par w/ the Fair Valuation that the hostile see on AMDA's tech! Or else the hostile bidder will keep pressure Zimmer & bid higher.

4. As they offer bid back & forth, the stock will be trading accordingly to the offer price & this will loop back to the same scenario above...

5. Zimmer will ask Sonny to execute the last tactic of defense = Crown Jewel = Selling most valuable assets to them (Zimmer) = Require Shareholder to vote & of course have to be higher, equal to the bidding price from hostile bidder or maybe a bit lower (5%) is acceptable.

Doesn't matter at what step above, the stock price will be trading accordingly to the hostile bid price...when it hits $200 per share, anyone still sitting here complaining? ones would be selling the shares, get a bucket of popcorn out, sit back & watch the show. LMAO!

If the hostile bidder offer $1 bil, but Sonny tries to sell the most valuable assets to Zimmer for like $500 mils (way too low):

a. No ones will vote "YES" - many of you might already sold all your shares @ $1 bil BO Valuation.

b. FTC, DOJ, SEC will not allow this to happen...looks illegal

c. Sabby, Anson, Magna, Vanguard, etc... will raise lawsuits & block the cheap deal w/ Zimmer.

d. In order to save the headache, initially, Zimmer will offer to acquire AMDA at a FAIR PRICE instead of lowball offering!

So "the Crown Jewel Defense" concern = No "Problemas" after all.

==========BEARs MAKES FUNNY NOISE ===================

First thing I do, cover my nose, because it smells like !@#$%^&!

Oh yeah...Magna Magna Magna in the house ... run run run...then

OMG.... you are sweating! BK BK BK! OMG...Sell Sell Sell.

AMDA isn't nothing like SUNE:

https://www.zacks.com/stock/news/214238/sunedison-sune-files-for-chapter-11-bankruptcy

https://www.equities.com/news/sunedison-sune-files-for-chapter-11-bankruptcy-shocking-nobody

https://www.scribd.com/document/309958794/SUNE-Bankruptcy-Filing

After court approval, auctions the assets, pay back 100 plus creditors.

$$$Billions of debt piled up in 2+ years Vs. AMDA paying down the debt

BEARs are grasping - good try - good try

Also, BEARs said they don't see value in AMDA's Tech...LMAO! No ones cares actually.

The BULLs only want the "ATM machine" = Zimmer to see the potential of Si3N4 tech & they are willing to pay premium to own the tech.

Just a matter of time, the GIANT DAM will break & drown all the BEARs!

Stop hiding Zimmer, we BULLs know that the LOI signer, the hidden dental JDA & the Marketing Authorization Holder (MAH) in Japan is you man! Show up & certify "la fin" for BEARs already!

=========SIMILAR EVENTS LIKE OTHER PAST M&A=========

Long-lived asset audit:

Months ago, the BEARs can't convince the BULLs to leave. At that moment, an 8-k filing about "long-lived assets" audit started this whole M&A story:

On 2017-05-26:

Prior to filing the Form 10-Q the Company requires additional time to fully consider whether there is any potential impairment in relation to certain of its long-lived assets in connection with the completion of the audit of its 2016 financial results and the filing of its 2016 Annual Report on Form 10-K.

https://www.sec.gov/Archives/edgar/data/1269026/000149315217005915/ex99-1.htm

7 months later, now we learn that the author of this article was right:

When companies file these 8Ks, it’s unusual to reference long-lived assets in particular as the driving factor, and that Amedica was dressing itself up for acquisition would explain this specific reference.

https://insiderfinancial.com/amedica-corporation-nasdaqamda-looks-set-for-revaluation

It does takes time to prepare the company for acquisition. Now, we are at the denouement of this M&A Saga, the BEARs still desperately convince the BULLs to leave. Obviously, we are not leaving!

Similarly, Intermec had the same type of event 7 months prior M&A:

On 2012-05-14:

the Company has been evaluating its goodwill and long-lived assets including its intangible assets for impairment and its deferred tax assets for a valuation allowance for the first quarter of 2012

https://www.sec.gov/Archives/edgar/data/1044590/000119312512231672/d319657dnt10q.htm

On December 9, 2012, Intermec, Inc., a Delaware corporation (the “Company”), Honeywell International Inc., a Delaware corporation (“Honeywell”), and Hawkeye Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Honeywell (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Honeywell will acquire the Company in an all-cash transaction valued at approximately $600 million, net of debt and cash acquired. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of Honeywell. The Merger is expected to close before the end of the second fiscal quarter of 2013.

https://www.sec.gov/Archives/edgar/data/1044590/000119312512496079/d450765d8k.htm

Pre-acquisition talents integration:

2 VPs, Dana Lyons & Ryan Long joined Amedica 4th Quarter, 2016:

https://www.amedica.com/about/management-team

https://www.linkedin.com/in/ryanjlong

Similarly,

November 09, 2017

Roku Acquired Danish Multi-Room Audio Startup for $3.5 Million

However, a brief LinkedIn search reveals that a number of employees from Dynastrom ApS, including its CEO and CTO, joined Roku in September.

http://www.nasdaq.com/article/roku-acquired-danish-multi-room-audio-startup-for-35-million-cm875173

=============SMOOTH M&A PREPARATIONS=================

*************AUDITORS LETTER**************

Management letters. After an audit has been completed, the auditors sometimes compile a set of recommendations into a management letter, which they distribute to the CEO and audit committee. Any such letters issued for the past few years are worth reading, since they contain suggestions to rectify deficiencies found in the company’s practices.

https://www.accountingtools.com/articles/2017/5/4/acquisition-due-diligence-checklist

*** Auditing Firm's letter to AMDA below: ***

https://www.sec.gov/Archives/edgar/data/1269026/000149315217010844/form8-k.htm

https://www.sec.gov/Archives/edgar/data/1269026/000149315217010844/ex16-1.htm

*** EXAMPLES of SUCCESSFUL Merger - with auditing firm's letter ***

1. Ticker = TERP (TerraForm) = surviving entity in merger

https://www.sec.gov/cgi-bin/browse-edgar?CIK=terp&owner=exclude&action=getcompany

*** Auditing Firm's letter to TERP on Page 132 to 134 ***

*** Same like AMDA = 5 folds auditing fee showed on Page 130 ***

https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm#se7f57f2b8e904090afadcbdde851baf1 (Filed on 2016-12-05)

The survey found that mergers and acquisitions, inflation, and reviews of internal controls continued to be the driving factors behind rising fees. Almost one-third of respondents from public companies cited “acquisitions” as the most common cause for the hikes

http://ww2.cfo.com/auditing/2016/12/audit-fees-rise/

Nasdaq warning letter regarding "no annual meeting" on 2017-01-09

https://www.sec.gov/Archives/edgar/data/1599947/000159994717000010/terp8-knasdaqletterjan92017.htm

M&A News on 2017-03-07

https://www.sec.gov/Archives/edgar/data/1599947/000156761917000392/s001585x1_8k.htm

M&A was successfully closed on 2017-10-17

https://www.sec.gov/Archives/edgar/data/1599947/000156761917002200/s001920x1_8k.htm

++++++++++++++++++++++++++++++++++++++++++++++++++++++

2.Ticker = TE (TECO Energy)

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000350563&type=&dateb=&owner=exclude&count=40

Auditing Firm's letter to TE on Page 73:

https://www.sec.gov/Archives/edgar/data/96271/000156459015001057/te-10k_20141231.htm (Filed on 2015-02-27)

M&A news on 2015-09-08:

https://www.sec.gov/Archives/edgar/data/350563/000119312515314517/d71493d8k.htm

M&A deal was successfully closed on 2016-07-01:

https://www.sec.gov/Archives/edgar/data/96271/000119312516639262/d210786d8k.htm

Form 25-NSE to voluntarily delist - Filed on 2016-07-01:

https://www.sec.gov/Archives/edgar/data/350563/000087666116001067/xslF25X02/primary_doc.xml

===============LITIGATIONS=================

https://www.accountingtools.com/articles/2017/5/4/acquisition-due-diligence-checklist

Current lawsuits. If there are any lawsuits outstanding against the target, ascertain their status.

ITEM 1. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceeding against us that could have a material adverse effect on our business, operating results or financial condition. The medical device industry is characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights as well as improper hiring practices. As a result, we may be involved in various additional legal proceedings from time to time.

https://www.sec.gov/Archives/edgar/data/1269026/000149315217015266/form10-qa.htm#a_009 (Page 24)

Prior lawsuits. If there were any lawsuits within the past five years that were settled, obtain copies of the settlement agreements.

Effective November 9, 2016, we entered into a settlement and release agreement (the “Settlement Agreement”), with each of the selling stockholders named in this prospectus in full settlement of a lawsuit filed against us on April 1, 2016 by Hampshire MedTech Partners II, GP (“Hampshire GP”), on behalf of itself and the other selling stockholders, in the Travis County, Texas 200th Judicial District Court relating to a Warrant to Purchase Shares of Common Stock issued by us to Hampshire MedTech Partners II, LP. In connection with the Settlement Agreement we issued a total of 962,380 shares of our common stock to the selling stockholders. Pursuant to the Settlement Agreement, we agreed to file the registration statement of which this prospectus is a part with the Securities and Exchange Commission (the “SEC), to register the sale or other disposition of the shares of our common stock we issued and to use our best efforts to cause the Securities and Exchange Commission to declare the registration statement effective.

https://www.sec.gov/Archives/edgar/data/1269026/000149315216015467/forms-3.htm (Page 4)

================EQUITY - Clean Share Structure==============

https://www.accountingtools.com/articles/2017/5/4/acquisition-due-diligence-checklist

Options and warrants. Determine the amount of any stock options and warrants outstanding, and when they expire. Options and warrants give their holders the right to purchase shares of company stock at a certain price point. See if the expected price per share is likely to trigger the purchase of any stock.

https://www.sec.gov/Archives/edgar/data/1269026/000149315217014469/form8-k.htm (Item 4.02 - Caught the errors on warrants reporting)

==========NO STEALTH RESTATEMENTS=============

All the recently filed Amended Financial Reports together w/ the 8-K item 4.02 above...ACCURATE - TRUTHFUL - TRANSPARENT

RESTATED & FIXED & AMENDED BEFORE M&A ANNOUNCEMENT = SUCCESSFUL M&A:

https://www.researchgate.net/publication/228283210_Target_Financial_Reporting_Quality_and_MA_Deals_that_Go_Bust

https://www.foley.com/files/Publication/f63d5f33-d37f-48e9-b86d-d9ba83994df0/Presentation/PublicationAttachment/beaef1b6-2c36-465f-a74c-da2799730947/deal%20lawyers11-10.pdf

==============CLEAN UP BALANCE SHEET====================

https://www.financialpoise.com/pre-sale-cleaning-up-your-balance-sheet/

http://www.dummies.com/business/corporate-finance/mergers-and-acquisitions/ma-smooth-selling-clean-up-the-balance-sheet/

DEFINITION of 'Clean Balance Sheet'
A company's financial statement that summarizes its assets, liabilities and shareholder equity, and where the company is shown to have very little or no debt.

https://www.investopedia.com/terms/c/cleanbalancesheet.asp#ixzz54DeYrI00

"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"

https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc

All data pull from:

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001269026&type=10-&dateb=&owner=exclude&count=40

Total Operating Expenses (in millions):

2014 = $39.022
2015 = $25.244
2016 = $22.984
2017 = $16.00 full year est. from ($12.083 = 9-month 2017)

Net loss attributable to common stockholders (in millions):

2014 = -$32.582
2015 = -$23.912
2016 = -$21.041
2017 = -$6.00 full year est. from (-$4.284 = 9-month 2017)

Gross Long Term Debt (in millions):

2014 = $24.50
2015 = $17.814
2016 = $7.421
2017 = $4.90 (Sonny LLC $2,700 + Hercules (New Note Holders $2,200)

Total stockholders' equity (more assets than liabilities) & (in millions):

2014 = $6.907
2015 = $14.232
2016 = $11.235
2017 = $10.44 (9-month 2017)

Earning Per Share (EPS in dollars):

2014 = -$39.93
2015 = -$66.05
2016 = -$13.63
2017 = -$1.47 (9-month 2017)
2017 = -$2.00 est. (Full year 2017) = very close to break even!!!

=======IP - TECH - IPR&D - SYNERGIES=================

From DP's post:

"Synergy, the increase in value that is generated by combining two entities to create a new and more valuable entity, is the magic ingredient that allows acquirers to pay billions"

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137336219

LDR' Synergies (Goodwill) & IP (Tech) Valuation:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137669311

Ticker = LDRH ($1.0 Bil BO Valuation - CASH)

Goodwill = $482.4 mils adjusted (Page 49)

&

Developed Tech = $452.0 mils adjusted (Page 49)

made up most of the BO valuation.

https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm

https://www.streetinsider.com/Corporate+News/Zimmer+Biomet+Holdings+%28ZBH%29+to+Acquire+LDR+Holding+%28LDRH%29+for+~%241B/11715037.html

@ time of BO, revenue = $164 mils per year:

https://www.sec.gov/Archives/edgar/data/1348324/000134832416000158/form10k.htm#s2A1641641074194BB9E6EA33E8F5D4AB (Page 49)

++++++++++++++++++++++++++++++++++++

Ticker = TBRA ($1.65 BO Valuation - CASH & CVR)

IPR&D = $1357.0 mils (Page 23)

made up most of the BO Valuation - FAILED Phase 2B test and w/o any FDA approval drug = NO TECH valuation.

https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm

https://seekingalpha.com/article/3991423-buying-tobira-therapeutics-failed-phase-2-nash-trial

https://seekingalpha.com/news/3297084-allergans-cenicriviroc-shows-mixed-results-mid-stage-nash-study

@ time of BO, revenue was less $1 mil per year:

https://seekingalpha.com/filing/2780320

++++++++++++++++++++++++++++++++++++++

Ticker = VTAE ($640 mils BO Valuation - CASH)

IPR&D = $686 mils (Page 24)

made up most of the BO Valuation - FAILED Phase 2 test and w/o any FDA

approval drug = NO TECH valuation.

https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm

https://www.allergan.com/news/news/thomson-reuters/allergan-to-acquire-vitae-pharmaceuticals-adding-i

https://www.fiercebiotech.com/biotech/midstage-vitae-drug-flops-phii-leaving-allergan-s-640m-buyout-question

@ time of BO, revenue = $580K per year:

https://www.sec.gov/Archives/edgar/data/1157602/000104746916010789/a2227568z10-k.htm#dq17801_item_6._selected_financial_data (Page 71)

++++++++++++++++++++++++++++++++++++++

Ticker = MBLY ($15.3 Bils BO Valuation - CASH)

IPR&D = $1,359 mils (Page 15)

Developed Tech = $2,346 mils (Page 15)

Goodwill = $10.3 Bils (Page 15)

"Goodwill of $10.3 billion arising from the acquisition is attributed to the expected synergies and other benefits that will be generated from the combination of Intel and Mobileye."

made up most of the BO Valuation - Intel is banking big on synergies

https://www.sec.gov/Archives/edgar/data/50863/000005086317000048/a2017q3-10qdocument.htm

https://www.investopedia.com/news/intel-buys-mobileye-153b-intc-mbly/

@ time of BO, revenue = $358 mils per year:

https://www.sec.gov/Archives/edgar/data/1607310/000157104917001997/t1700397_20f.htm#tfsCBS (Page F-4)

*** Intel paid 43 multiples of MBLY's yearly revenue ***

*** The stock was trading at 30+ times of the yearly revenue ***

AMDA is currently trading lower than 1 X revenue due to heavy manipulations from hidden forces, which is good, more capital gain for whoever jumps in and owns some shares at this price point.

+++++++++++++++++++++++++++++++++++++++++++++++

As for AMDA:

Overview of AMDA's IP - DEVELOPED TECH - IPR&D - Customer Relationship - Goodwill from Boston's post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137680361

Those “in-process” research and development (IPR&D) activities can have significant value and, therefore, drive a significant component of the acquisition price.

https://www.pwc.com/us/en/cfodirect/publications/mergers-accounting/mergers-acquisitions-a-snapshot-acquiring-a-company-with-significant-in-process-research-and-development-iprd-activities-whats-next.html

====MORE INTERESTING BO VALUATIONS==============

Ticker = BSFT

SAN JOSE, Calif. and GAITHERSBURG, MD – October 23, 2017 – Cisco (NASDAQ: CSCO) and BroadSoft (NASDAQ: BSFT) today announced a definitive agreement for Cisco to acquire publicly-held BroadSoft, Inc., headquartered in Gaithersburg, MD. Pursuant to the agreement, Cisco will pay $55 per share, in cash, in exchange for each share of BroadSoft, or an aggregate purchase price of approximately $1.9 billion net of cash, assuming fully diluted shares including conversion of debt. The acquisition has been approved by the board of directors of each company.

https://newsroom.cisco.com/press-release-content?articleId=1887125

at the time of M&A news, CSCO was trading at around $34 per share:

https://finance.yahoo.com/quote/CSCO/history?period1=1507964400&period2=1508828400&interval=1d&filter=history&frequency=1d

I use CSCO's previous year 10-K (Year End July 29, 2017):

Revenue = $48,005 mils (Page 34)

Total Share Count = 5,049 mils shares (Page 69)

https://www.sec.gov/Archives/edgar/data/858877/000085887717000016/csco-2017729x10k.htm#s100CB3B5616F5547A3FD63739856C4C7

BO of $1.90 Bil converts into shares count of $34 per share:

$1,900,000,000 / $34 (per share) = around 55.88 mils shares.

So:

55.88 mils shares / total 5,049 mil shares = around 1.11%

*CSCO expected BSFT to pull in 1.11% portion of revenue in the 5th year*

AFTER CSCO ACQUIRED BSFT, ON THE 5TH YEAR, THEY EXPECTED TO SEE PER-YEAR-REVENUE IN 2022 (2018 + 5 YEARS) FROM THE SYNERGIES & THE ACQUIRED TECH/PRODUCTS:

1.11% X $48,005 mils (CSCO 2017 Total Revenue) = around $533 mils!!!

&

Now look at Page 45 for the revenue projections:

"a 13% compounded annual growth rate (“CAGR”) in total revenue for the period between 2016 and 2022"

https://www.sec.gov/Archives/edgar/data/1086909/000119312517368366/d489469ddefm14a.htm

BSFT's 2016 Revenue = $341 mils (Page 33)

https://www.sec.gov/Archives/edgar/data/1086909/000108690917000006/bsft-20161231x10k.htm

w/ 13% CAGR:

2nd year = 2017 Revenue = $341 mils X 1.13% = $385.33 mils

3rd year = 2018 Revenue = $385.33 mils X 1.13% = $435.42 mils

4th year = 2019 Revenue = $435.42 mils X 1.13% = $492.03 mils

5th year = 2020 Revenue = $492.03 mils X 1.13% = $555.99 mils vs $533 mils calculated above...which is pretty close

+++++++++++++++++++++++++++++++++++++++++++++++++

Ticker = MAKO

Kalamazoo, Michigan - September 25, 2013 - Stryker Corporation (NYSE:SYK) announced today a definitive agreement to acquire MAKO Surgical Corp. (MAKO) for $30.00 per share with an aggregate purchase price of approximately $1.65 billion.

https://stryker.gcs-web.com/news-releases/news-release-details/stryker-announces-definitive-agreement-acquire-mako-surgical

IPR&D = $169 mils (Page 31)

Goodwill = $1,217 mils (Page 31)

Tech = $231 mils (Page 31)

made up most of the BO Valuation

https://www.sec.gov/Archives/edgar/data/310764/000031076414000021/syk10k12312013.htm

at the time of M&A news, SYK was trading at around $71 per share:

https://finance.yahoo.com/quote/SYK/history?period1=1379228400&period2=1379660400&interval=1d&filter=history&frequency=1d

I use SYK's previous year 10-K (Year End 2012):

Revenue = $8,657 mils

Total Share Count = 383 mils shares

https://www.sec.gov/Archives/edgar/data/310764/000031076413000054/syk10k12312012.htm (Page 10)

BO of $1.65 Bil converts into shares count of $71 per share:

$1,650,000,000 / $71 (per share) = around 23.24 mils shares.

So:

23.24 mils shares / total 383 mil shares = around 6.07%

* SYK expected MAKO to pull in 6.07% portion of revenue 5 years later *

AFTER STRYKER ACQUIRED MAKO, ON THE 5TH YEAR, THEY EXPECTED TO SEE PER-YEAR-REVENUE IN 2018 (2013 + 5 YEARS) FROM THE SYNERGIES & THE ACQUIRED TECH/PRODUCTS:

6.07% X $8,657 mils (SYK 2012 Total Revenue) = around $525.30 mils!!!

&

Now look at Page 32 for the revenue projections:

https://www.sec.gov/Archives/edgar/data/1411861/000157104913001098/t1300603-def14a.htm (MAKO DEFM14A = voted on M&A)

In 2018 (5 years from 2013 = BO Year)...

Low = $409 mils

* $525.30 mils from above calculations fit right in between *

High = $576 mils

https://www.sec.gov/Archives/edgar/data/1411861/000157104913001098/t1300603-def14a.htm

Based on the a few calculations so far (using REAL examples from past M&A), I am very confident that the BO Valuation models I presented so far is "acceptable" even it is an "uneducated guess" from an unscholarly person that is not even in the the field of corporate M&A.

AMDA BO VALUATION examples from previous post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137365316

Please feel free to guess your own BO #s...of course it all depends how much you think AMDA's tech/products + Synergies of both companies can help ZIMMER to generate yearly revenue in the year 2022 or in the year 2023...which is the 5th year from 2018:

a. $100 mils yearly revenue ~ BO Valuation of $300 mils

b. $200 mils yearly revenue ~ BO Valuation of $600 mils

c. $300 mils yearly revenue ~ BO Valuation of $900 mils

d. $400 mils yearly revenue ~ BO Valuation of $1200 mils ($1.2 bil)

e. $500 mils yearly revenue ~ BO Valuation of $1500 mils ($1.5 bil)

f. $600 mils yearly revenue ~ BO Valuation of $1800 mils ($1.8 bil)

etc...

The Payout Per Share is derived from Total BO Valuation divided by the Total Shares (just need 1 set of warrant = enough cash to pay Sonny LLC & cleanly close the book after M&A)...but I will provide both calculations regardless...

Scenario 1: Both sets of warrants exercise = $15 mils proceed

a. OS ~~~ 3 mils shares

b. 1st set of warrants @ $12.20 exercise price ~~~ 920K shares

c. 2nd set of warrants @ $6.50 exercise price ~~~ 600K shares

d. Note Holders shares ~~~ 600K shares

e. 10% Change of Control Incentive ~~~ 500K shares

TOTAL: 5.6 mils shares!

Scenario 2: Just 1 set of warrants exercise = $4 mils proceed

a. OS ~~~ 3 mils shares

b. 2nd set of warrants @ $6.50 exercise price ~~~ 600K shares

c. Note Holders shares ~~~ 600K shares

d. 10% Change of Control Incentive ~~~ 500K shares

TOTAL: 4.7 mils shares!

Now, PAYOUT PER SHARE = the BO Valuation / 4.7 mils:

a. $300 mils ~ $64 PAYOUT PER SHARE

b. $600 mils ~ $128 PAYOUT PER SHARE

c. $900 mils ~ $191 PAYOUT PER SHARE

d. $1200 mils ~ $256 PAYOUT PER SHARE

e. $1500 mils ~ $319 PAYOUT PER SHARE

f. $1800 mils ~ $383 PAYOUT PER SHARE

etc...

& BO Valuation / 5.6 mils:

a. $300 mils ~ $54 PAYOUT PER SHARE

b. $600 mils ~ $108 PAYOUT PER SHARE

c. $900 mils ~ $162 PAYOUT PER SHARE

d. $1200 mils ~ $216 PAYOUT PER SHARE

e. $1500 mils ~ $270 PAYOUT PER SHARE

f. $1800 mils ~ $324 PAYOUT PER SHARE

etc...

As you can see, 4.7 mils vs. 5.6 mils (MAXIMUM) total shares count - does make a big dif. in the "PAYOUT PER SHARE" at the end.

Honestly & conservatively, I would guess...$1.25 bil minimum BO Valuation is considered cheap for Zimmer to completely own Si3N4 tech (MUST HAVE for them). It means Si3N4 tech + Synergies will help Zimmer to generate around $400 mils to $500 mils revenue (from all product lines) in the year 2022...which is a very easy target to hit. AMDA has around 15 to 20 employees on their sale team, they can generate $13 mils revenue per year in Spine products. If Zimmer assigns 20 folds of sales (around 400)... to help to sell AMDA products using their relationships w/ their current customers, it's quite easy for Zimmer to generate:

$13 mils X 20 = $260 mils (quite easy to hit $200+ mils yearly revenue just on Spine products)

with just 400 sales / 19K total employees = 2% of their workforce!

Also, check Boston's estimate:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137680361

Place your bet accordingly folks...are you in for big capital gain?

Even the SHARKS are loading shares before M&A announcement:

Sabby added 2.61% again in 4Q 2017 finally (they sold out their position in 2Q 2017 - was a FAILED attempt of PPS attack!) plus 2 Note Holders will convert shares as well...I've said many time already, the crap talkers = BUYERS

together w/ this group (since Sep 30th, 2017, could be more by now):

http://www.nasdaq.com/symbol/amda/institutional-holdings

https://whalewisdom.com/stock/amda-2

THEY WILL MAKE SURE THE BO VALUATION WILL BE FAIR!

These above funds are in tug-of-war to get shares against these BEARs:

http://www.nasdaq.com/symbol/amda/short-interest

=======LOAN EVENTS PRIOR M&A ANNOUNCEMENT===========

******************Ticker = OSI******************

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000874691&type=&dateb=&owner=exclude&count=40

On October 12, 2006, OSI Restaurant Partners, Inc. entered into a short-term uncollateralized line of credit agreement (the “Credit Agreement”) with Wachovia Bank, National Association (“Wachovia”). The Company also has a $40,000,000 line of credit with Wachovia and Wachovia is the agent and a lender in the Company’s $225,000,000 syndicated line of credit. The Credit Agreement is effective immediately and has a maximum borrowing amount of $50,000,000. The line of credit matures in March 2007 and permits borrowing at an interest rate 55 basis points over the LIBOR Market Index Rate at the time of each draw. The Credit Agreement contains certain restrictions and conditions as defined in the agreement and include the Company’s covenant commitments under existing lines of credit.

https://www.sec.gov/Archives/edgar/data/874691/000087469106000139/form8-kcreditagrmtoct2006.htm (Filed on 2006-10-18)

...then 18 days later, M&A announcement:

On November 5, 2006, OSI Restaurant Partners, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kangaroo Holdings, Inc., a Delaware corporation (“Parent”), and Kangaroo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are owned by an investor group comprised of affiliates of Bain Capital Partners, LLC and Catterton Partners and the Company’s founders, Robert D. Basham, J. Timothy Gannon and Chris T. Sullivan.

https://www.sec.gov/Archives/edgar/data/874691/000087469106000152/form8-knov2006merger.htm (Filed on 2006-11-06)

...The buyer (Kangaroo, Bain, et al) started to talk to them months before the LOAN EVENT:

On May 19, 2006, representatives from Catterton again contacted Mr. Allen about the possibility of Catterton resuming its consideration of a transaction with OSI. Catterton also informed Mr. Allen that it had discussed with Bain Capital the possibility of jointly making a proposal to acquire all of the outstanding common stock of OSI and that Bain Capital had expressed interest in the possibility of such a transaction. Catterton requested that Mr. Allen allow Catterton and Bain Capital (collectively, “Bain/Catterton”) to conduct due diligence of OSI with a view toward potentially making a proposal to acquire all of the outstanding common stock of OSI.

https://www.sec.gov/Archives/edgar/data/874691/000095012307004944/y28878dmdefm14a.htm#117 (Page 18)

******************Ticker = ANAC******************

https://www.sec.gov/cgi-bin/browse-edgar?CIK=anac&owner=exclude&action=getcompany

On April 6, 2016, Anacor Pharmaceuticals, Inc. (the “Company”) issued and sold $287.5 million aggregate principal amount of 2.00% Convertible Senior Notes due 2023 (the “Convertible Notes”) to Goldman, Sachs & Co., Citigroup Global Markets Inc., Cowen and Company, LLC, Wedbush Securities Inc. and JMP Securities LLC, as initial purchasers, for resale to qualified institutional buyers in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Rule 144A under the Securities Act (the “Offering”). Included in the Offering were $37.5 million aggregate principal amount of Convertible Notes issued upon the exercise in full of the over-allotment option granted to the initial purchasers in the Offering. The Convertible Notes are general unsecured obligations of the Company. The Convertible Notes bear interest at a fixed rate of 2.00% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2016. Subject to satisfaction of certain conditions and during certain periods, the Convertible Notes will be convertible at the option of holders into cash, shares of the Company’s common stock or a combination thereof (with the form of consideration at the Company’s election). The Convertible Notes will mature on April 15, 2023, unless earlier purchased or converted. The Convertible Notes will not be redeemable at the Company’s option prior to their maturity date.

https://www.sec.gov/Archives/edgar/data/1411158/000110465916110133/a16-6787_48k.htm

....then 40 days later, M&A announcement:

On May 14, 2016, Anacor Pharmaceuticals, Inc., a Delaware corporation (“Anacor”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pfizer Inc., a Delaware corporation (“Pfizer”), and Quattro Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Pfizer.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Pfizer will cause Merger Sub to commence a cash tender offer (the “Offer”) within 13 business days following the date of the Merger Agreement to acquire all of Anacor’s outstanding shares of common stock, par value $0.001 per share (the “Anacor Stock”), for $99.25 per share, net to the seller in cash, without interest, subject to any required withholding of taxes (the “Offer Price”). The Offer will remain open for a minimum of 20 business days from the date of commencement.

https://www.sec.gov/Archives/edgar/data/1411158/000095010316013361/dp65732_8k.htm

No DEFM14A = They didn't vote, but I bet they talked for months before M&A news.

******************Ticker = PTHN******************

On April 20, 2017, Patheon Holdings I B.V. (“Parent Borrower”), a subsidiary of Patheon N.V., entered into Amendment No. 4 and Refinancing Amendment No. 1 (the “Fourth Amendment”) to make certain amendments to the credit agreement governing Parent Borrower’s senior secured credit facilities (the credit agreement so amended, the “Amended Credit Agreement”), including extending certain maturities and commitments and refinancing portions of such senior secured credit facilities. Pursuant to the Fourth Amendment, the Parent Borrower’s existing term loans were refinanced with new term loans (the “Tranche B Term Loans”) consisting of (i) Tranche B Dollar Term Loans in an aggregate initial principal amount of approximately $1.133 billion, and (ii) Tranche B Euro Term Loans in an aggregate initial principal amount of approximately €463.1 million. The Tranche B Term Loans will mature on April 20, 2024. The Fourth Amendment also refinanced and extended the availability of certain of the Parent Borrower’s existing revolving commitments and added additional revolving commitments (together the “Tranche B Commitments”). The Tranche B Commitments are comprised of (i) additional revolving commitments in an aggregate principal amount of $50.0 million, and (ii) extended revolving commitments in an aggregate principal amount of $112.9 million. The Tranche B Commitments will terminate on April 20, 2024. The Parent Borrower’s existing revolving commitments that were not refinanced as Tranche B Commitments remain in effect in an aggregate principal amount of $87.1 million and will terminate on March 11, 2019 (the “Tranche A Commitments”). The Tranche A Commitments and Tranche B Commitments (together the “Revolving Facility”) total $250.0 million, of which up to $75.0 million is available for letters of credit.

https://www.sec.gov/Archives/edgar/data/1643848/000134100417000274/form8-k.htm

...then 19 days later, M&A news:

On May 15, 2017, Patheon N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (“Patheon”), entered into a Purchase Agreement (the “Purchase Agreement”) with Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), and Thermo Fisher (CN) Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg and wholly owned subsidiary of Parent (“Buyer”).

Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, Buyer will commence a tender offer (the “Offer”) to purchase all of the outstanding ordinary shares, par value €0.01 per share, of Patheon (the “Shares”) at a price of $35.00 per Share in cash, without interest (the “Offer Price”). The Offer will initially remain open until 9.00 a.m. (New York City time) on the day that is the later of (a) 21 business days following the commencement date of the Offer and (b) six business days after the date of the extraordinary general meeting discussed below (the “EGM”), and may be extended in accordance with the terms of the Purchase Agreement (the “Expiration Time”).

https://www.sec.gov/Archives/edgar/data/1643848/000156761917001078/s001702x4_8k.htm

...The buyer (Thermo Fisher) started to talk to them months before the LOAN EVENT:

On February 28, 2017, Marc Casper, the President and Chief Executive Officer of Thermo Fisher and Mr. Mullen met for dinner. At that dinner, Messrs. Mullen and Casper discussed generally Patheon’s and Thermo Fisher’s respective businesses and operations. Mr. Casper stated that Thermo Fisher was interested in engaging in discussions to acquire Patheon and that Mr. Mullen should expect to receive a preliminary non-binding acquisition proposal in the near term. Mr. Mullen stated that any such proposal would need to be discussed with the Patheon Board. On March 1, 2017, Mr. Mullen relayed the substance of his conversation with Mr. Casper to Paul Levy, Chairman of the Patheon Board.

https://www.sec.gov/Archives/edgar/data/1643848/000156761917001306/s001738x2_defm14a.htm#psPA5 (Page 41)

They hosted annual meeting (DEF14A) & DEFM14A to vote on the M&A.

******************Ticker = PNRA******************

On February 1, 2017, Panera Bread Company (the “Company”) entered into a term loan agreement, by and among the Company, as borrower, Bank of America, as administrative agent, and each lender from time to time party thereto (the “Term Loan Agreement”). The Term Loan Agreement provides for up to two unsecured drawdowns of a term loan in the aggregate principal amount of up to $200 million and provides that the Company may select the interest rates under the loan equal to (1) the Eurodollar Rate (as defined in the Term Loan Agreement) plus the “Applicable Rate” for Eurodollar loans (which is an amount ranging from 1.00% to 1.50% depending on the Company’s consolidated leverage ratio) or (2) the “Base Rate” (which is defined as the higher of the Bank of America prime rate, the Federal funds rate plus 0.50%, or the Eurodollar Rate plus 1.00%) plus the “Applicable Rate” for Base Rate loans (which is an amount ranging from 0.00% to 0.50% depending on the Company’s consolidated leverage ratio). The Company’s obligations under the term loan are guaranteed by certain of its direct and indirect subsidiaries. The loan will become due on February 1, 2022, subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants, failure to pay other material indebtedness or a change of control of the Company, as defined in the Term Loan Agreement.

https://www.sec.gov/Archives/edgar/data/724606/000119312517033295/d331727d8k.htm

The day they disclosed this Loan, which will become due in 2022, the "bonnie & clyde" AKA (doyourdd & 7948) were like NO M&A for 5 more years! Sell, Sell, Sell!!! POS borrowed $200 mils...dilution coming to pay for debt! SMH...

... then 57 days later, M&A news

On April 4, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent, Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of (i) Class A common stock, with a par value of $0.0001 per share, of the Company (the “Class A Common Stock”), and (ii) Class B common stock, with a par value of $0.0001 per share, of the Company (the “Class B Common Stock”, and, together with the Class A Common Stock, the “Common Stock”), except for certain excluded shares, will be automatically cancelled and converted into the right to receive $315.00 in cash (the “Merger Consideration”).

... (before JAB Holdings = the actual buyer)...Company A started to talk to them months before the LOAN EVENT:

In October of 2016, coinciding with one of these strategic discussions, Mr. Shaich and a representative of Party A also discussed the potential for a business combination. During this time, Mr. Shaich and William Moreton, Executive Vice Chairman of the Company, had conversations with and exchanged high-level perspectives about the Company’s business with representatives of Party A. In November 2016, a representative of Party A called Mr. Shaich and informed him that given the then-current stock price of the Company that Party A was not in a position to move forward with any further exploration of a business combination.

On February 9, 2017, Mr. Shaich, Olivier Goudet, the Chief Executive Officer of JAB, and David Bell, Head of M&A of JAB, had an introductory meeting for a general discussion around their respective businesses.

https://www.sec.gov/Archives/edgar/data/724606/000119312517189582/d366589ddefm14a.htm#toc366589_25 (Page 29)

& last but not least, NO ANNUAL MEETING in 2017 = M&A YEAR!

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000724606&type=def+14a&dateb=&owner=exclude&count=40

DEF 14A was replaced by DEFM14A in 2017

******************Ticker = LBRI from last post******************

https://www.sec.gov/cgi-bin/browse-edgar?company=bio+reference&owner=exclude&action=getcompany

On May 14, 2015, Bio-Reference Laboratories, Inc. (the “Company”) closed on a Fourteenth Amendment to Loan Documents (“Loan Amendment”) with PNC Bank, National Association (“PNC”) as Lender and as Agent, amending the Amended and Restated Loan and Security Agreement dated September 30, 2004 by and between the Registrant and PNC (“Loan Document”). Pursuant to the Loan Amendment, which was dated May 5, 2015, the Company’s credit facility from PNC was extended from October 31, 2016 to October 31, 2020, and the maximum permitted amount of the credit line from PNC was increased from 70 million to $120 million (not to exceed 50% of the Company’s eligible receivables as defined in the Loan Document). Interest on advances under the Loan Agreement is payable based on PNC’s prime rate, and may also be based in part on a “Euro-Rate” linked to the London interbank offer rate for US dollars, in each case, plus an additional interest percentage. The credit line is collateralized by substantially all of the Company’s assets. The Loan Agreement contains restrictions against certain specified acquisitions, borrowings and extensions of credit by the Company, places limitation on capital expenditures, and requires the Company to maintain a fixed charge coverage of not less than 1.25 to 1.0.

https://www.sec.gov/Archives/edgar/data/792641/000110465915039712/a15-12472_18k.htm

...thought they needed money to run the operations for another 100 years?

No way Jose! 15 calendar days later:

On June 3, 2015, Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”), OPKO Health, Inc., a Delaware corporation (“OPKO”) and Bamboo Acquisition, Inc., a New Jersey corporation and a direct wholly owned subsidiary of OPKO (“Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Sub will be merged with and into the Company (the “Merger”) and the Company will be the surviving corporation and OPKO’s wholly owned subsidiary. The Merger is intended to qualify as a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), so that none of OPKO, the Company nor any of the Company’s shareholders generally will recognize gain or loss for U.S. federal income tax purposes in the transaction.

At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), (other than any shares of the Company Common Stock (including shares held in treasury by the Company) held by OPKO or any OPKO subsidiary or the Company or any Company subsidiary) will automatically be converted into and exchanged for the right to receive 2.75 shares (the “Exchange Ratio”) of OPKO’s common stock, par value $0.01 per share (the “OPKO Common Stock”). No fractional shares of OPKO Common Stock will be issued in the Merger, and the Company’s shareholders will receive one share of OPKO Common Stock in lieu of any fractional shares, after taking into account all of the shares of the Company Common Stock represented by certificates or book-entries, delivered by such shareholder.

https://www.sec.gov/Archives/edgar/data/792641/000095010315004578/dp56888_8k.htm

... The buyer (OPKO) started to talk to them months before the LOAN EVENT:

During the 2014-2015 period, Bio-Reference entered into confidentiality agreements and exchanged non-public due diligence materials with 12 of these potential counterparties. Most of these confidentiality agreements included customary standstill provisions. Discussions with a number of these potential counterparties continued up until the date Bio-Reference entered into the merger agreement with OPKO on June 3, 2015

On March 20, 2015, Dr. Phillip Frost, MD, the Chairman and Chief Executive Officer of OPKO, requested through an intermediary a meeting with Charles T. Todd, Jr., Bio-Reference’s Senior Vice President of Sales and Marketing, to discuss a potential commercial relationship or strategic transaction between OPKO and Bio-Reference that could provide an outlet for OPKO’s diagnostic services and products.

https://www.sec.gov/Archives/edgar/data/792641/000119312515256160/d104092ddefm14a.htm#toc104092_55 (Page 58 & 59)

& last but not least, NO ANNUAL MEETING in 2015 = M&A YEAR!

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000792641&type=def+14a&dateb=&owner=exclude&count=40

DEF 14A was replaced by DEFM14A in 2015

******************Ticker = NMRX*******************************

https://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=nmrx&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany

On June 7, 2017 (the "Closing Date"), Numerex Corp. (the "Company") entered into a Note Purchase Agreement by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the purchasers from time to time party thereto, and HCP-FVF, LLC, an affiliate of Hale Capital Partners LP, as collateral agent and as purchaser ("Hale Capital"). Pursuant to the Note Purchase Agreement, Company issued and sold to Hale Capital senior secured promissory notes in an aggregate original principal amount of $13,500,000 (the "Notes").

The Notes are secured by a first priority security interest in substantially all assets of the Company and its subsidiaries.


Concurrently with the Closing, the Company used $12,367,323.33 of the proceeds of the Notes to repay the outstanding principal under the Term Loan Agreement, dated as of March 9, 2016, by and among the Company, certain of its subsidiaries, the term lenders party thereto and Crystal Financial LLC, as Term Agent, plus accrued interest and related prepayment penalties and expenses.

https://www.sec.gov/Archives/edgar/data/870753/000141588917000965/form8k-06122017_010655.ht

Quite similar to AMDA = get one loan to pay off another loan (trouble lender)...then, M&A next...

On August 2, 2017, Numerex Corp. (“Numerex”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sierra Wireless, Inc., a Canadian corporation (“Sierra”), and Wireless Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Sierra (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Numerex, with Numerex surviving as a wholly-owned subsidiary of Sierra (the “Merger”). The Merger Agreement was unanimously approved and adopted by the boards of directors of each of Numerex and Sierra.

https://www.sec.gov/Archives/edgar/data/870753/000114420417040683/v472386_8k.htm

....The buyer (Sierra) started to talk to them a few months before the LOAN EVENT:

After consulting with the Working Group, representatives of Deutsche Bank met with or spoke by telephone on a confidential basis with representatives of 17 of these 31 parties, including Sierra Wireless on August 29, 2016. Six of these parties, including Party A, Party B, Party C, Party D and Sierra Wireless, would later enter into non-disclosure agreements with Numerex and receive a management presentation.

https://www.sec.gov/Archives/edgar/data/870753/000119312517326609/d486841ddefm14a.htm#tx455226_34 (Page 39)

& last but not least, NO ANNUAL MEETING in 2017 = M&A YEAR!

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000870753&type=def+14a&dateb=&owner=exclude&count=40

DEF 14A was replaced by DEFM14A in 2017

************AMDA LOAN WITH 2 NEW NOTE HOLDERS*****************

1. On Jan 2nd, 2018, M&A isn't officially signed yet. They had to do business as usual...Hence they signed the agreement w/ 2 Magna & Anson to get rid of Hercules first. Also, I do agree with FARMER6's post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137660360

Moreover,

Zimmer's new CEO quickly jumped ship from MDT to Zimmer in the holiday weeks. Why the rush? Looks like he has to spend tons of time to review the pending deal w/ AMDA. He is captain of the ship. Obviously, he must be signing more documents than others. M&A w/ AMDA is his first & big event at Zimmer as well. He must makes sure he is not screwing anything up! First Great Impression is extremely important!

2. Possibly, Hercules doesn't accept the same loan term like the note holders (payment via shares & anti-dilution terms).

3. All converted, restricted shares can't be sold on the market for 6 months term under SEC rule 144. Why are they willing to hold the bag of shares like the retail "longs"? I am surprised that the BEARs didn't use the "6 month can't sell shares = no M&A for months" to spin their baloneys. The FACT is SEC rule 145 allow the note holders to sell their restricted shares in the case of M&A (Business Combinations):

SEC Rule 145 establishes that exchanges of securities in connection with reclassifications of securities, mergers and acquisitions, consolidations, or asset transfers subject to shareholder vote are subject to securities regulations. Also, Rule 145 establishes a way to sell these securities without registering them with the SEC. The same restrictions established in Rule 144 for restricted stocks apply to those securities defined in Rule 145.

https://www.priorilegal.com/securities/sec-rules-144-and-145

4. Do you really think SHARKS like Magna & Anson are in the game to earn $300K interests only? Obviously, they are seeing what the BULLs have been seeing for months. Position themselves with shares to CASH OUT BIG ON M&A!

5. On Jan 17th, Magna & Anson will convert their first set of shares, 2 options:

a. 1 month = 33K shares (1.1%) each X 2 = 66K shares (2.2% of the

OS) & their next conversion date will be on Feb 17, 2018


b. 3 months (accelerated) = 100K shares (3.3%) each X 2 = 200K

shares (6.6% of the OS) & their next conversion will be on Apr 17,

2018

By this date, I HIGHLY DOUBT THERE IS STILL "AMDA" TICKER TO TRADE ON THE MARKET = M&A ALREADY CLOSE BY THEN.

My question for REAL BULLs:

Right after their first share conversion, if M&A news is out the next day, can they convert more shares from the remaining principal to cash out on M&A? This is something kinda confuse me that I think I have to read the contracts of the note again.

==========500 M&A EXAMPLES SURVEY==============

1. 20% (1 out of 5) had DEFM14A to replace the regular annual meeting DEF 14A (no annual meeting hosted) in the year of M&A.

*** It means 80% had both DEF14A & DEFM14A ***

2. 20% (1 out of 5) had LOAN EVENT before M&A announcement (7 calendar days to 60 calendar days range)

Sonny, when will you release the M&A news? How many more days man? Randomly right? Don't get caught off guard folks!

BULLs can wait...but can Zimmer wait????? I doubt! THEY NEED Si3N4 to help them to grow their stalling business.

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Financial, Litigations, Tax, etc...

"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"

https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc

THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!

==========================

AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...

I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:

https://fintel.io/so/us/amda (Since Sep 30th, 2017 could be more by now)

So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:

https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)

https://www.business-case-analysis.com/paid-in-capital.html

Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.

BULLs, use your "greedy" imagination for the BO price!

=====================

Wink @ BLUE POPEYES:

Warum versteckst du dich wie eine Ratte?

am meisten zwielichtiger Charakter!

Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.

Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...

Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:

https://www.sec.gov/news/press/2008/2008-64.htm

https://www.sec.gov/news/press-release/2017-176

https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling

So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!

What is a BK company looks like?

https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs

https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:

1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)

2. Revenue = $694K = Basically close to no income (page 3)

3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)

4. "expects to incur losses for the next several years." (page 8)

5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany

*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***

6. etc...more in their SEC filings

Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):

http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974

*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***

==========================

Now let's talk about "dilution" ... F.U.D. by BEARs:

1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)

2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early March 2018! ... BEARs have been waiting for the S-1 from Sonny since the Nov 1st, 2017? LMAO! (WILL NOT HAPPEN)

... the only & next possible step:

3. Exercise Warrants for M&A events:

M&A news = $15 mils in the coffer instantly from warrants exercise in full price. Enough $$$ to wrap things up (Pay off the new note & Sonny LLC) & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.

=======================

My observations on share price:

First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 5 millions fully diluted shares including 10% COC incentive to executives (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).

====================

Strategically for both Zimmer & AMDA:

Japan clearance could be here this month (we are at the 6th month since the QMS process). M&A & Japan = Q1 = help boost huge revenue for Zimmer. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!

* Retail investors only care about when the deals announcement to cash out *

I am banking on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!

It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:

It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!

================================

My risk & reward mentality:

In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the expecting M&A), the BEARs will be game over! In the event of BK which is 0% chance, the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!

=================================

Long & Strong until M&A day

DON'T feed the BEARS

HOLD tight to your shares

STEAL the cheap shares that they use to paint the chart

BEARs play mind games on BULLs like Harry S. Truman's Quote:

"If you can't convince them, confuse them."

The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*

This is the way I interpret all the BEARs BS spinning:

1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!

2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!